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EXHIBIT 3.19
CERTIFICATE OF INCORPORATION
OF
FCC CANADA, INC.
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The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of
the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code
and the acts amendatory thereof and supplemental thereto, and known,
identified and referred to as the "General Corporation Law of the State of
Delaware"), hereby certifies that:
FIRST: The name of the corporation (hereinafter called the
"corporation") is
FCC CANADA, INC.
SECOND: The address, including street, number, city, and county, of
the registered office of the corporation in the State of Delaware is 32
Loockerman Square, Suite L-100, City of Dover, County of Kent; and the name of
the registered agent of the corporation in the State of Delaware is The
Prentice-Hall Corporation System, Inc.
THIRD: The purpose of the corporation is to engage in any awful act or
activity for which corporations may be organized under the General Corporation
Law of the state of Delaware.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is One Thousand (1,000). The par value of each of such
shares in One Dollar ($1.00). All such shares are of one class and are shares of
Common Stock.
No holder of any of the shares of the stock of the corporation, whether
now or hereafter authorized and issued, shall be entitled as of right to
purchase or subscribe for any unissued stock of any class, or any additional
shares of any class to be issued by reason of any increase of the authorized
capital stock of any class of the corporation, or bonds, certificates of
indebtedness, debentures, or other securities convertible into stock of any
class of the
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corporation, or carrying any right to purchase stock of any class of the
corporation, but any such unissued stock or any such additional authorized
issue of any stock or of other securities convertible into stock, or carrying
any right to purchase stock, may be issued and disposed of pursuant to
resolution of the Board of Directors to such persons, firms, corporations, or
associations, and upon such terms, as may be deemed advisable by the Board of
Directors in the exercise of its discretion.
FIFTH: The name and the mailing address of the incorporator
are as follows:
NAME MAILING ADDRESS
N. S. Truax 32 Loockerman Square, Suite L-100
Dover, Delaware 19901
SIXTH: The corporation is to have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed between
this corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for this corporation under the provisions of Section 279 of Title 8
of the Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three-fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
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EIGHTH: For the management of the business and for the conduct of
the affairs of the corporation, and in further definition, limitation and
regulation of the powers of the corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:
1. The management of the business and the
conduct of the affairs of the corporation shall be
vested in its Board of Directors. The number of
directors which shall constitute the whole Board of
Directors shall be fixed by, or in the manner
provided in, the By-Laws. The phrase "whole Board"
and the phrase "total number of directors" shall be
deemed to have the same meaning, to wit, the total
number of directors which the corporation would have
if there were no vacancies. No election of directors
need be by written ballot.
2. After the original or other By-Laws of the
corporation have been adopted, amended, or repealed,
as the case may be, in accordance with the provisions
of Section 109 of the General Corporation Law of the
State of Delaware, and, after the corporation has
received any payment for any of its stock, the power
to adopt, amend, or repeal the By-Laws of the
corporation may be exercised by the Board of
Directors of the corporation; provided, however, that
any provision for the classification of directors of
the corporation for staggered terms pursuant to the
provisions of subsection (d) of Section 141 of the
General Corporation Law of the State of Delaware
shall be set forth in an initial By-Law or in a
By-Law adopted by the stockholders entitled to vote
of the corporation unless provisions for such
classification shall be set forth in this certificate
of incorporation.
3. Whenever the corporation shall be authorized
to issue only one class of stock, each outstanding
share shall entitle the holder thereof to notice of,
and the right to vote at, any meeting of
stockholders. Whenever the corporation shall be
authorized to issue more than one class of stock, no
outstanding share of any class of stock which is
denied voting power under the provisions of the
certificate of incorporation shall entitle the holder
thereof to the right to vote at any meeting of
stockholders except as the provisions of paragraph
(2) of subsection (b) of section 242 of the General
Corporation Law of the State of Delaware
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shall otherwise require; provided, that no share of any such class
which is otherwise denied voting power shall entitle the holder thereof
to vote upon the increase or decrease in the number of authorized
shares of said class.
NINTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by the provisions of
paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of
the State of Delaware, as the same may be amended and supplemented.
TENTH: The corporation shall, to the fullest extent permitted
by the provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said section, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
ELEVENTH: From time to time any of the provisions of this
certificate of incorporation may be amended, altered or repealed, and other
provisions authorized by the laws of the State of Delaware at the time in force
may be added or inserted in the manner and at the time prescribed by said laws,
and all rights at any time conferred upon the stockholders of the corporation by
this certificate of incorporation are granted subject to the provisions of this
Article ELEVENTH.
Signed on February 16, 1993.
By: /s/ N. S. TRUAX
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N. S. Truax
Incorporator
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